$NOV·8-K

NOV Inc. · May 22, 1:53 PM ET

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NOV Inc. 8-K

Research Summary

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NOV Inc. Reports Board Election Results and Declares Two June 2026 Dividends

What Happened

  • NOV Inc. held its Annual Meeting of Stockholders on May 20, 2026 and filed an 8-K reporting that the Board’s nine director nominees were re-elected to one-year terms (through the 2027 meeting). The company also disclosed that stockholders ratified Ernst & Young LLP as the independent auditor for 2026 and voted, on an advisory basis, to approve the compensation of its named executive officers.
  • On May 20, 2026 the Board declared a supplemental dividend of $0.09 per share (payable June 12, 2026 to holders of record June 1, 2026) and a regular quarterly dividend of $0.09 per share (payable June 26, 2026 to holders of record June 12, 2026). The press release announcing the dividends was furnished as Exhibit 99.1.

Key Details

  • Directors re-elected (all nine): Jose A. Bayardo; Sanjay K. Chowbey; Marcela E. Donadio; David D. Harrison; Christian S. Kendall; Patricia Martinez; Patricia B. Melcher; William R. Thomas; Robert S. Welborn. Example vote totals: Bayardo 314,865,718 for / 5,039,993 against; Welborn 301,248,642 for / 18,651,008 against.
  • Auditor ratification: Ernst & Young LLP ratified with 319,823,883 votes for, 17,723,471 against, 114,550 abstentions.
  • Advisory "say-on-pay": approved with 316,330,033 votes for, 3,453,317 against, 210,055 abstentions; there were 17,668,499 broker non-votes on director/compensation items.
  • Dividends: supplemental $0.09/share payable June 12, 2026 (record date June 1); regular quarterly $0.09/share payable June 26, 2026 (record date June 12).

Why It Matters

  • Governance: Re-election of the full board and auditor ratification signal continuity in leadership and financial oversight for 2026. The advisory approval of executive compensation passed, which is non-binding but reflects shareholder sentiment.
  • Cash returns: The supplemental and regular dividends (totaling $0.18 per share in June) are part of NOV’s 2025 return of capital plan and directly increase near-term cash returned to shareholders. Investors should note the payment and record dates if they plan to capture the dividends.

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